


Arcanatrix

by kellym01



Category: Ben 10 Series
Genre: Alternate Universe, Alternate Universe - Creatures & Monsters, Bisexual Male Character, Bisexuality, F/F, Gender or Sex Swap, Jorou-gumo, Jorōgumo, M/M, Magic, Monster Girls, Pixie - Freeform, Sexual Themes, Werewolf, innuendos, vampire
Language: English
Status: In-Progress
Published: 2017-01-31
Updated: 2017-01-31
Packaged: 2018-09-21 03:41:04
Rating: Not Rated
Warnings: Graphic Depictions Of Violence
Chapters: 1
Words: 10,092
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9530051
Author URL: https://archiveofourown.org/users/kellym01/pseuds/kellym01
Summary: Benjamin Cole Tennyson, bearer of the Arcanatrix, a device that turns him into any Monster Girl inside of it. Trapped in an alternate dimension with a ten year old alternate version of himself. Follows original canon. I own nothing. Action/Comedy.Tags will be added with more chapters.





	

**Note:** This chapter includes reference to _Tokyo Ghoul_ in the cameo of a character, this is not a crossover.

Benjamin Cole Tennyson, sixteen years of age, stood with his team. He had dark raven hair and heterochromia eyes, his left iris a deep purple while the right was a vivid green. Attired in a tight black, sleeveless shirt that highlighted his muscular figure, dark jeans, black shoes and a purple gauntlet on his right hand with a watch like device on his left wrist, small and sleek in design; a black wristband, the face dial black with a glowing dark purple hourglass shape. His right hand encased in a dark maroon glove with metallic strips over each knuckle. Unlike his teammates who were each clad in medieval armour and brandishing a weapon of their choice.

They stood on a floating island of rock, blocking the only pathway that connected it to the other floating masses of land, the sky tainted a deep purple, shifting and wavering with the mana that filled the atmosphere of their world. Below them was a seemingly never ending drop with random floating islands, a few of them inhabited with small villages.

Before the group stood a nightmarish being; she was a slender girl with long purple hair, and an hourglass figure. She wore red half-framed glasses, her purple dress fluttered in the wind as her eyes turned from purple to scarlet, the whites of her eyes turning black, black veins spreading out from her eyes.

She snarled at them, baring her teeth as she took on an aggressive stance.

"Okay team, here's the moment of truth – Tennyson prepare for capture," Called back the leader as his katana began to glow with a golden energy.

Ben gave no response to his commander. The rest of the team charged forward, spreading around their target, each charging their weapons as they waited to see just what the creature would do.

The Ghoul before them grew a predatory smirk as her kagune sack began to open, releasing four scarlet, tentacle like limbs from her lower back.

The leader drove forward first, enhancing his speed, a golden light concealing his lower body as he sliced at her chest. The Ghoul leaned back, a small scratch over her exposed cleavage, but no blood was shed. She laughed demonically as her kagune shot out. The leader jumped back, but still unable to dodge the attack, the tentacle tore through his armour as if it were tinfoil, leaving a shallow cut over his gut. She was playing with them.

"Screw this." Ben muttered as he pushed down the ring of the device on his wrist, his gaze locked on the silhouettes displayed in the centre, he twisted the dial as he searched for the one to use. He pressed down when it displayed the desired creature.

A purple glow enveloped the young teen.

Everyone stopped and turned to the source of the light.

The change was instantaneous. The flash of light vanishing as soon as it appeared and now where Benjamin Cole Tennyson once stood now stood a predatory beast.

Dark purple fur covered her legs from her knees down and lower arms, sharp claws at the ends of her fingertips and toes, a thick bushy purple tail slowly wagged behind her. Her bushy purple locks atop her head hid everything but her face, two large canine ears stood atop her head, twitching in the air. She possessed one purple eye and one amber one, a grey metallic collar around her neck, connected to a chain, a golden crescent moon hanging from it, dangling over her new breasts, small and covered by grey cloth, matching the cloth draped round her hips that left her left leg fully exposed while fully concealing the right leg from view. A shackle bound her right wrist, a snapped chain hanging limply below it. Her feral grin revealed some rather sharp canines and lightly pointed teeth. The symbol of the device from Ben's wrist displayed over her chest, atop of the cloth that bound her breasts, the hourglass shape purple with black surrounding it.

"Tennyson! I told you to prepare for capture."

Accalia ignored the yells of her leader.

"How interesting." The Ghoul murmured to herself.

Accalia dropped to all fours before charging forward, returning to her hind legs on the second stride, her speed increasing, she became a blur of motion.

The Ghoul crossed her kagune in front of herself, blocking the Werewolf's attack, her claws bouncing harmlessly off of the tentacles. The Ghoul giggled before allowing one of her tentacles to strike out against the werewolf, backhanding her with it.

Accalia flew back, bouncing along the hard surface of the island, her claws dug into the ground, leaving a trail as she was carried by the force of the blow until her legs fell over the edge.

"You two give Tennyson a hand." Two of the armour clad warriors nodded to their leader before rushing over to where the Werewolf hung, struggling to keep hold of the island.

The leader and the remaining two members each assumed an offensive, the leader's katana charging once again as one of the other members held up two daggers that illuminated with a pale cyan glow as the final members axe glowed scarlet. They each charged forward, sounding their battle cries.

The two members pulled Accalia back up onto the island, grunting as they did so.

"Hey, I'm not that heavy." Accalia complained, her purple eye briefly switching to amber before back to purple.

"Just get your head in the game Tennyson. And be ready to seal that bitch." The warrior to her left spat as he turned back to face the Ghoul only to be slapped away by her kagune and into a pile of groaning warriors. The Ghoul was focused on the remaining two warriors, well one warrior and one Werewolf.

"Shit!" Cursed the remaining armour clad warrior in a feminine voice, she lifted her bow staff, charging it with a green energy, a blade shooting out of the end as she charged forward.

The Ghoul laughed, her kagune flailing about before striking the charging warrior's lower back, she slammed into the ground, rock cracking beneath the impact of her body.

"Your turn little doggy." Mocked the Ghoul as she turned her full attention to the Werewolf; Accalia growled, she slammed her fist against the symbol atop her breasts and was once again immersed in a purple light.

Once it faded the werewolf was gone but Benjamin wasn't back. No, a tall and slender woman stood in their place, attired in a black dress with scarlet trimmings, golden locks fell over passed her shoulders and pooled atop her large breasts, her lips a deep red and her eyes a bloody crimson to match, black nails stretched passed her fingertips, the hourglass insignia over the centre of her chest.

She smirked at the Ghoul.

"About time I was let out." She muttered to herself as she started to stretch out her tired, stiff limbs.

"You can change forms all you like Tennyson." The Ghoul laughed; her tone both mocking and seductive on the final word "I'll take great pleasure in scrambling your insides before partaking in my meal."

"Names Carmilla sweet cheeks and I'll think you'll find the only one whose going to find any of pleasure in this will be…" She vanished, reappearing behind the Ghoul, inches from her ear "Me." She finished.

The Ghoul turned on her heel, her kagune shooting out with great speed and force. Carmilla was already gone by the time the tentacle reached where she was.

"Pitiful."

The Ghoul's head shot round only to be backhanded by the blonde. She flew back, skidding along the ground, her body leaving a deep groove in the rock.

"What are you?" The Ghoul gasped out as she stumbled to her feet.

"You mean you haven't worked it out yet Ghoul?" Her tone became mocking as she uttered the creature's species, taking hold of one of the tentacles she threw the woman over her head and slammed her back into the ground, face first.

The Ghoul slowly lifted her head, her glasses now in many pieces.

"I'm a Vampire." She delivered a strong kick to the Ghoul's side; she shot across the island, heading for the edge. The Vampire appeared blocking the path, the Ghoul shot out her kagune, slicing at the Vampires arm as the other brought down a fist, pounding her into the ground once again.

Carmilla briefly glanced at the cut on her arm as her pale flesh stitched itself back together.

The Ghoul leapt back from the ground, stumbling back to her feet as she shot her kagune forward, severing the Vampire's arms and tearing a large hole in her gut, pulling her intestines out with her final tentacle.

Carmilla fell to the ground, blood trickling from her lips as she bit back a cry of pain.

"I thought your kind was extinct…guess you found some way to survive using that human as a host." The Ghoul muttered as she strode over the Vampire, "Rather pitiful really."

The Ghoul lifted her kagune, the tentacles wrapping round one another to form one, she poised it to strike. She brought the limb down, Carmilla smirked, blood like threads erupted from the stumps where her arms were, connecting with the severed limbs before pulling them back into place, her intestines retracted into her gut and the wound was stitched shut.

Just as the large tentacle was about to make contact she flitted to the other side of the Ghoul. The kagune drove into the ground, causing part of the island to break off. Camilla reached round, taking hold of the Ghoul's head before sharply turning it to the left; she heard a familiar snap and let the limp body fall.

The blonde Vampiress stared at the unconscious form of the Ghoul; she reached up to the symbol on her chest. Her thumb sliding onto the right side as her index and middle finger slid onto the left, she clicked it a quarter turn to the left, it glower purple.

"Enjoy your new home." A beam of purple light shot out from the symbol, surrounding the unconscious Ghoul. The Ghoul became transparent as the purple mana infected her being before pulling her up into the beam. Her astral like form glided into the symbol. The beam vanished and the hourglass symbol was briefly consumed by a purple glow that displayed the silhouette of a humanoid figure with four tentacles emerging from its back. The glow vanished and the original symbol returned.

Carmilla turned her gaze on her fallen teammates, now all stumbling back to their feet, most of them bracing themselves on their weapons.

"You know after that confrontation I find myself rather parched." She smirked, revealing her fangs as they both sharpened and lengthened, she flitted over to them.

Her hand ensnared the wrist of the female warrior, bracing herself against her bow staff, the blade deactivated, before she was torn from her weapon. The wooden handle clanged as it struck the ground. The warrior cried out as she was slammed into the ground, a strong hand pressing down on her breastplate, it quickly began to give.

Carmilla's other hand shot up, encasing the helmet in a firm grip. She tore the helmet from the warrior, crushing it in her grip before throwing it away and over the edge. She spared a moment to admire her prey.

Her long black hair pooled beneath her head, brown eyes wide with fear, her tanned flesh looking all the more appetising to the Vampire.

"Kai!" The Leader yelled as Carmilla went in for the kill. The Leader thrust out a hand, it glowed with a golden energy, an energy that soon surrounded the symbol on the Vampire's chest.

Kai gasped as she felt Carmilla's fangs trace over the flesh of her neck, goose bumps forming beneath the points as pressure began to build.

A golden light began to overtake the purple hourglass shape.

Fangs pierced flesh. Kai cried out. The symbol glowed gold before consuming Carmilla in a bright golden light.

Just as before the light quickly faded and where once Carmilla sat, ready to feed now sat Ben, his blunt teeth pressing onto Kai's next, a light trickle of blood flowing into his mouth. He shot back, reviling in horror as he turned his head and began to spit up the blood, jumping from the downed knight.

"Kai are you alright?" The leader cried as he rushed over to her side, as did the others.

"Yeah…" Her voice sounding akin to a daze or shock, her metallic encased hand lightly pressed against her neck, she winced at the sting. "I'm fine."

"Kai…I'm sorry." Ben gasped out, his tone one of fear as he continued to spit out drops of blood, his lips stained with the warm liquid.

Kai turned her gaze away from the unarmoured warrior.

"Kai…" Ben stumbled to his feet, turning to face his injured comrade. The leader stepped between him and her.

"Stand down Tennyson."

"Wha…"

"You've done enough damage here. And we are all tired of your inability to control the Arcanatrix."

"You know very well that I can't help it." Ben spat.

The leader's arm shot up and swung for the shorter warrior. His armoured backhand struck Ben's cheek; the youth stumbled back, falling onto the ground with a grunt of pain. His cheek swelled with the onset of a bruise.

"Don't give me that shit Tennyson. I don't care who your grandfather is, that thing is being removed and you are going to be demoted from our ranks!"

"You can't!" Ben jumped back to his feet.

"I can and I will!" He took a step forward, lightly lifting his sword.

Ben lifted his fists, assuming an offensive stance. The remaining warriors each lifted their own weapons in response.

"Don't be a fool Tennyson. You will lose."

"So you're all in on this!" His eyes narrowed.

"Too many times have one of us been put at risk by your inability to control those forms. Today was the last straw."

Ben took a step back, sparing a glance over his shoulder. All that was behind him was the end of the floating land mass. Three paces and he'd be plummeting for who knew how long. He was trapped, or so it would seem.

"Come quietly and with dignity Tennyson, don't be a fool."

Ben's gaze returned to the leader, before dropping to the Arcanatrix.

"Don't be a fool. You use that against us and you'll be locked up."

Ben glanced back to the leader, who took a step towards him.

"Come Tennyson, it's time we get that thing off your wrist." He extended his hand to Ben.

"You'll have to catch me first." Ben's hand shot to the Arcanatrix, rapidly he pushed down on the ring and began turning it, analysing the silhouette forms as they flashed by.

The leader's hand shot out, encasing Ben's wrist, pulling him back with immense force. Ben stumbled as he lost his footing, keeping his hands close together despite the leader of their squad.

He raised Ben's arm as Ben's back slammed into the ground, reaching over he pressed his metallic boot against Ben's Arcanatrix arm, pinning it beneath it to prevent his arms from meeting.

"It's over."

Their eyes locked, fires of rage burning within each of them.

"Cuff him!" The leader yelled over his shoulder.

"Not yet." Ben slammed the Arcanatrix against the ground.

Ben was swallowed by a purple light. The leader's boot slammed into the ground as Ben vanished beneath him. His fist closed in on itself when the youth's arm too vanished. The warriors behind him each assumed an aggressive stance as did Kai; now back on her feet, though her stance was a little shaky.

The glow faded.

What remained was a tiny form laid on the ground. She had four delicate wings stretching out of her back, elfin ears stretched out past her teal locks, her hair a pixie cut, parting on her forehead for two tiny demonic horns, there was a light blush to her cheeks. Her attire consisted of a dark blue (1) one piece, her tiny breasts lightly poking against the fabric, almost flat to the human eye, a ribbon of the same shade of her suits laced around her right leg, with two pale blue (2) with jagged petal-like edges reaching up her arm, stopping just short of her elbow, the Arcanatrix symbol rested over her concealed bellybutton.

Arcanawings' bug like oceanic blue eyes opened. She stared up at the giant beings above her; she tilted her head to the side rather cutely.

The leader's hand began to glow with a golden energy once again.

"Oh, I don't think so helmet head." Arcanawings giggled, her voice high pitched. Her wings began to flap and she seemed to vanish from the ground only to reappear above them. She flitted about their general area, all eyes on her.

"Grr stand still!" The leader yelled as he began to swing at her with his katana, a golden glow surrounding it, increasing its speed and power as the glow around his free hand faded.

"Too slow." She giggled as she dodged another slash. "While I'd love to stay and play, I've got to go, seeya." She giggled again before flitting off into the distance, her tiny form quickly vanishing from view.

"Run all you like Tennyson, you won't escape the Crusaders." The leader spat as he turned his back on the rapidly vanishing speck in the distance and back to his team.

…

Arcanawings' eyes narrowed as she flitted away from her comrades. She dodged between other flying beings and more floating landmasses loosely connecting by rocky trails.

"I'm so through with the Crusaders." She muttered to herself.

A red sphere materialised around her.

"Oh shittles." The world around her vanished in a burst of red light.

…

In a dark room, walls lined with hardback books, ancient tomes and random mystical trinkets sat a middle aged man. His legs crossed as he hovered in place, tomes flew from the shelves, their pages flickering by his face before being tossed aside for a new book to take its place.

He was a thin white skinned man, his body covered with tattoos, the ones over his face creating a skull-like feature due to black tattoos over his eyes and cheeks. A crimson cape hung over his body, a hood atop his head. A snake-headed staff draped over his knees.

A new book flew before his face, pages flickering before coming to a stop, halfway through. A grim smile spread over his face.

"Perfect."

He took hold of his staff, extending his arm outwards he tapped the head on the floor beginning to trace out a set of ancient carvings, each glowing with a scarlet light. All too soon was the circle complete, the sorcerer began to chant.

" _Pixie vocavi te, et veni mecum in adjutorium meum intende quaerere et vocavi te contractum constitueret. Sed videtur._ _"_ (3)

A bright beam shot up from the magic circle. The man winced, but his gaze remained on the beam. It vanished, leaving a cylinder transparent barrier around the circle, closing in on it-self as it neared the ceiling.

His gaze focused on the diminutive creature within the circle.

"Greetings Pixie." The creature turned to face him, glaring through the barrier. "I am Hex, Master Sorcerer and I have summoned you to form a contract."

"Typical." She muttered. "Name's Arcanawings, what do you want skull face?"

Hex gestured to the clothing around his neck, housing four stone charms; the centre one empty.

"I only desire for you to locate my missing Charm of Bezel, I lost it in battle against a speed creature. Your kind are well known for your ability to sense mana, so in a world like this I'm sure you could locate it for me rather easily."

"Uhuh and what's in it to me?" She squeaked as she crossed her arms over her chest.

Hex smirked; he snapped his fingers, the head of his staff illuminated with a bloody glow, crimson smoke blew out from the mouth, curling round his body, along his arm before finally clouding his hand, the smoke quickly faded to reveal a cyan vile between his thumb and forefinger with a dragonic skull sealing the top. Within the glass a pale blue wisp floating within the vile.

Arcanawings' eyes widened, her gaze latching on the vile, her pupils fading into a dark purple.

"The last breath of a child." Arcanawings flew up to the wall of the barrier, placing her palms against it. "You bring me the Charm of Luck and it's yours, do we have a deal?"

"Deal!"

Hex's smirk grew further; the vial vanished in another puff of smoke, the smoke flowing back into the head of his staff.

The barrier around Arcanawings vanished, the magic circle below her fading from existence. Arcanawings shot up above the sorcerer, darting about the room, taking in the new world.

"Now go forth Pixie and find my charm."

"It's Arcanawings gramps." A red sphere surrounded Arcanawings once again and just as before the world around her vanished in an explosion of crimson light.

…

Noise. Loud noise filled her tiny ears as her bug eyes blinked repeatedly as they were assaulted by a blinding light. She squinted, looking round, taking in the environment around her; giant constructions of stone, steel and iron reached up to a cyan sky, filled with misshapen white puffs, a single bright orb illuminating the world high above.

"What is this place?" She muttered to herself, the loud noises continued, she turned her gaze below her, flitting back up as she narrowly avoided colliding with an armoured beast as it shot past her, roaring in aggravation. It was followed by another and another.

"Wild beasts with armour for flesh…interesting." She mused to herself; she glanced round, flitting away from the never ending pack of armoured beasts and the trail they dominated. She darted between humans wearing strange clothes, a mixture of colours and fabrics.

"Seems wealth is not an issue here, wherever here is." Arcanawings squeaked as she spied a little girl wearing a purple sundress, pointing rather excitedly a musical armoured beast. She glanced to the left, taking in a small area, surrounded by tall structures. Populated by a collection of trees that surrounded half of a small pond, grass stretching out , parting only for small trails of gravel. She flitted over.

"Now this is more like it." She sighed as she spared a moment to bask in the preserved natural state, ignoring the giggles of children as they chased one another in anarchy as their parents watched on, chatting, an old man sat on a nearby bench, a strange creature laid beneath him, attached to the man by some form of rope forged of foreign material.

"Now to find that charm." Her eyes closed as she focused her instincts.

"Fairy!" A large wall of flesh swatted at Arcanawings, the Pixie cried out in shock as the wall of flesh curled around her legs, she winced at the sudden pressure.

"A fairy!" Cried the voice again, Arcanawings' eyes snapped opened, glaring the wall of flesh…a hand? She followed it to the wrist, up the arm until her eyes a giant, youthful face with big green eyes and shoulder length blonde hair. A little girl? She was caught by a child.

The girl leapt in excitement, shaking Arcanawings as her fist erupted into up and down motions. The girl turned on her heel and began to sprint towards the collection of adults, a great big grin spread across her face.

"Mommy! Mommy! Look! I found a fairy." She cried; joy filling her voice as her sprint became a skip as she got closer to her the adults, ignorant of the Pixie's tiny fists pounding on her enclosed fist.

"I so am not in the mood for this." Arcanawings cursed before rearing her head and throwing it forward and biting into the giant index finger.

"Ow!" The immature fingers uncurled from round the Pixie, allowing her to fly above the girl as she began to suck and kiss her finger, her gaze shooting towards the 'fairy'; now far out of the reach of her short arms. Tears welled in her eyes.

She turned on her heel once again and resumed running to her mother, her cries of joy vanishing in exchange for wailing.

"Mommy! Mommy! The fairy hurt me!" The girl stopped in front of a woman, assumingly her mother. The woman was of average height with strawberry blonde locks reaching down to her shoulders, attired in a purple jacked, red top and a denim skirt.

The mother lowered herself down to the girl's level, pulling her into a hug and kissing the girl's finger, now decorated with an awkward scratch.

Arcanawings didn't catch any of the exchange between the mother and daughter, instead flitting higher into the sky, using her size and the altitude to her advantage, ensuring she'd be nearly impossible to see.

"Better get of here before things get any worse." She panted, her right arm briefly caressing the bruises decorating her once flawless legs, she winced. "Damn that brat had one hell of a grip."

A bead of sweat glided down her cheek, she shivered as it caressed her chin. "Why am I so tired?" She wiped her brow with the back of her hand, her eyes closing as she began to consciously open the microscopic pores of her skin to begin assimilating the mana of the air.

She inhaled deeply as she mentally prepared herself. Her breath caught in her lungs, her eyes snapping open. There was no mana to assimilate.

"What kind of hell is this place?"

…

Hex stood within the city's 'famous' Haunted Mansion. It seemed deserving of the title, the gothic architecture suited the name nicely, a dimly lit chandelier hung from the centre of the ceiling of the entry room, two wooden staircases on either side of the room, leading to a wooden platform, torn tapestries hung from the walls, the maroon curtains that concealed the windows ripped in a similar manner. A red carpet led from the doorway to the next room, the doorway framed by stone carvings of vines and flowers, seeming to add to the creepy atmosphere despite their appearance.

" _Pixie, qui vocat vos._ (4) _"_ A flash of crimson light appeared to his left, the light faded to reveal Arcanawings, limply flying in place.

"What gives?"

"I have discovered the location of my missing charm."

"Our contract still stands!" The Pixie snapped.

"I know, hence why I summoned you here. This is the location we shall set the trap for my charm's new owner."

"A trap?"

"Yes, it would seem a wannabe hero now possesses my missing charm, all I need to do is to cause a disturbance and she will come here. And then you shall retrieve the charm while she is distracted." Hex explained; a dark smirk upon his lips.

"What did you have in mind?" Arcanawings asked with a mischievous grin. Hex's smirk grew as he turned to face the interior of the building.

" _Bretov Alagoria."_ The curtains shivered and shook as they tried to tear themselves from the windows, caressing and attempting to bind some of the tourists who screamed and ran from the windows and their aggressive curtains, the stairs and platforms cracking and splitting as they shook, tearing themselves from the floor, the wooden barriers curling and squirming as they snapped at the people. The chandelier began to sway and rotate, reaching out to the empty space within its reach.

Screams of the terrified captives filled the air.

"Now all we need to do is wait and this…Lucky Girl shall come to us."

Arcanawings shivered as she felt the sorcerer's power washed over her, a dim purple glow surrounded her diminutive frame as her pores instinctively began to absorb the mana now filling the air. The glow soon dyed a crimson shade to match that of the mana it feasted upon.

Hex soon lifted himself off the ground, one of the charms round his neck illuminating with a golden light, the ancient markings lighting up with a bloody glow all their own. The sorcerer glided up from the ground, onto the second floor before proceeding to float to one of the windows, the living curtain concealing him from view as his gaze remained locked on the open double oak doors.

Arcanawings flitted to the chandelier, landing beside one of the candles and seating herself on the swinging object as she waited for their guests' arrival.

…

It wasn't a long wait. Soon three individuals charged into the hexed mansion. A young girl led the charge, it was uncanny how familiar she seemed, she had short fiery hair and green eyes, attired in a purple jumpsuit with a matching, rather strange mask with an ancient charm hanging round her neck by a string.

"Guess she's this 'Lucky Girl' that coot mentioned." Arcanawings muttered, next was a young boy.

He too was uncannily familiar, he possessed shaggy brown hair, green eyes, pale skin and was quite thin, his attire consisted of a black-striped, white shirt with short sleeves with military green cargo pants and black and white sneakers with black stripes with a bulky item, back and grey in colour with a grey and black dial in the middle, a green hourglass shape in the centre on his left wrist.

"That looks disturbingly similar to the Arcanatrix." Arcanawings hissed.

The third one…

Arcanawings felt a shiver down her spine as the aged man followed the two children. She didn't know why but she really didn't like him. He was a fairly overweight man in his later years of life. He wore a white shirt, covered by a red button up Hawaiian shirt with a floral design. He had grey hair and blue pants as well as black shoes.

The trio step forward, each wearing an expression of alarm and panic, they looked round in panic, their minds racing as they tried to come up with an effective plan of action on the stop.

"I knew you couldn't resist. Lucky Girl." Hex chuckled as he stood from his position by the window; the laugh that followed his statement seemed to be infused with that of a cackle.

Hex lifted his sceptre, it glowed scarlet and the platforms violently shook once more, seeming to tip in an attempt to force the tourists to fall to their demise.

The girl stepped forward as fresh screams filled the air.

"Everyone stay calm! Lucky Girl is in the haunted house." She placed her hands on her hip, a grin splitting out on her face.

"She's enjoying this." Arcanawings observed as Lucky Girl and the boy ran forward. As the girl began to sprint up the wooden stairs Hex allowed one of his charms to glow, each step the child stepped on was flung towards the boy and the older man, who each either side stepped or dived to dodge the planks of wood that flew towards them.

The young boy ducked behind a stone pillar, Arcanawings gaze locked on him as he lifted his wrist to his face and began to fiddle with it.

"Could it really be? Is it possible?"

"You don't need luck when you've got skill." He muttered to himself, he pushed the centre of the object down with index finger after twisting the top; a bright green glow enveloped him, concealing him from view for a brief moment.

"Ahhhh!" Arcanawings glanced back to Lucky Girl, now hanging for dear life as were the tourists as the wooden platforms were torn from the walls and in several pieces, tossed round the mansion as they tried to throw the captives from themselves.

Hex stepped into full view, his sceptre glowing brightly as he manipulated the platforms, the one housing Lucky Girl spinning rapidly as the child clung to the railing. Her grip failed her; she flew off the platform, screaming as she was thrown through the air. The charm round her neck glowed, the ancient markings glowing with a golden glow.

Her body gracefully flipped round and she found herself landing atop a pedestal resting by the wall, briefly wavering as she regained her balance.

Another scream filled the room as an old woman fell from one of the platforms, thankfully being caught by the old man with poor fashion sense. More screams, Arcanawings watched as the final platform was torn from the wall fully and flung cross the room, already half collapsed as the tourists above struggled not to fall to their demise. The platform stopped, the Pixie's gaze fell to the base. She couldn't stop the gasp at what she saw.

A strange creature. It was humanoid in structure with no hair, approximately twelve feet in height with well-developed muscles, two pairs of four-fingered arms and red skin. A black stripe goes from his chin to his lower lip, and has four eyes, a main pair and a smaller pair below them each of them yellow. Its attire consisted of a white T-shirt with a black line going down it, with black pants, and fingerless gloves. An hourglass symbol rested on his upper left shoulder.

This creature held the platform by its only surviving base.

"I've got it!" The creature declared.

"But who's got them?" Lucky Girl cried.

The post the creature held began to snap from the weight. Lucky Girl's charm glowed once again, she leapt towards the chandelier.

"Oh shittles." The Pixie cursed as she flitted off of the chandelier as the girl used it to swing towards the platform, bracing her legs against the wooden platform.

"Everybody grab hold!" The tourists each took hold of the chandelier.

"Don't mind if I do." Arcanawings dived at Lucky Girl, landing atop the surface of the charm, she wrapped her arms around it and began to pull at it, barley lifting the stone object from the girl's chest before movement returned and they all began swinging again.

Arcanawings screamed, her grip on the charm increasing only be swatted away as the charm lifted suddenly with the momentum of the swing, causing the mystical item to hit the diminutive creature. Arcanawings cried out as she was thrown away from the fiery haired girl, gasping in pain as she struck a hard surface before falling several feet to the floor.

The beaten creature groaned in pain as she slowly turned her gaze upwards, the sight of the four armed creature above her filled her vision, tossing what he could of the platform away. More screams filled the air, the Pixie glanced up to see the chandelier fall, the charm glowing again, it stopped just before it hit the floor, the cable that attached it to the ceiling reaching its length, the remaining tourists swiftly ran out of the mansion.

"That Pixie's useless." Hex spat.

Lucky Girl was lifted from the ground and thrown towards a window.

"Give me my charm." Lucky Girl grabbed hold of the curtain and swung herself back down to the floor before running down one of the hallways, Hex swiftly following after her.

"Hey!" The four armed creature charged after them, Arcanawings flitted past the brute, stopping at the entrance of the hallway.

"I don't think so." She slammed her palm against the Arcanatrix symbol over her bellybutton, she was consumed by a bright purple light, the four armed creature stopped, leaning back in shock.

The light faded.

Where once hovered the diminutive Pixie now stood a tall and lethal creature. Her hair was purple, bound in a large pony tail by a black ribbon; short bangs concealed her forehead, while longer locks stretched down to caress the tops of her large melons, the back of her hair reaching the centre of her lower back. Her eyes were a deep purple and filled with an unholy hunger, her ears were pointed and long. Her cheeks were flushed; two triangular markings rose up her cheeks from her jawline. Her neck, shoulders and hearty amount of cleavage was exposed, her breasts close to the literal size of watermelons, barely concealed by a silk kimono. The kimono hung loosely on her frame, the sleeves stretching long past her arms and decorated with a large spider web image on each sleeve, a bronze silk rope bound round her waist. Eight long legs stretched out from under her kimono, two shorter than the rest, half the length of the others, stretching out from the front of her body, round the front of her kimono, the remaining six legs lifted her from the ground several feet; she had to be around nine feet tall with her legs. Her legs were a patterned black and yellow, the tips black and looking rather sharp, armoured and strong, she possessed a large posterior, on the tip of her abdomen it curved into a tip, matching the pattern of her legs, its flesh armour much like her legs.

The creature cooed as stretched out her arms, her legs tapping in place, her gaze locked on the four armed creature.

"Oh, you're a big one aren't you." She smirked in a sultry fashion, eyeing up the creature before her.

The four armed being's eyes widened as he took half a step back.

"What the!? Where'd you come from?"

"Far away sweetie." She took a few steps forwards, licking her lips in a perverted fashion, revealing hints of a set of rather sharp fangs, as her left hand slowly reached back behind her, seemingly resting on her abdomen.

"What are you?" He lifted his four hands, each one curled into fists.

"How rude, my name is Silky and my species is known as a Jorogumo, though some do pronounce it as Jorou-Gumo, now why don't you return the favour."

"Names Fourarms as for what I am, I'm the hero who will kick your butt if you don't get out of my way!" Fourarms spat.

"Ooh, so someone likes it rough eh." Silky giggled, Fourarms shivered when he heard her giggle. "I wonder how strong those arms of yours are." She giggled as her left hand shot back round and she tossed a long line of white thread at Fourarms, it attached itself to his chest, she rapidly flicked her wrist multiple times and all too soon Fourarms found himself bound by a thick layer of white silk.

"What the!?"

"What? An arachnid can't like it a little kinky?" Silky teased as she sashayed over to Fourarms.

"Listen I don't know what crazy stuff you're talking about but I'm not finished yet!" Fourarms yelled as he grit his teeth and forced his arms against the multitude of silk that bound him. His arms tore through it, the silk fell to the ground. Silky stepped back.

"Ooh, I'm impressed, that silk is stronger than steel." Silky praised as she swayed her upper body to the side as two muscles fists struck the space she had once been.

Fourarms ran at Silky, throwing several punches but the spider woman was much too fast. She ducked and swayed out of every strike. She soon backed up against a wall, Fourarms threw another punch, Silky smirked and placed her back legs against the wall and rapidly climbed up the wall backwards, chuckling as she watched the red fist burry itself into the wall.

"Such strong arms." Silky giggled as she licked her fangs, reaching down she teasingly caressed them, enjoying how her opponent shivered uncomfortably and pulled his arm back with immense speed.

"So strong and yet so innocent. So adorable." She teased.

"You know you're really starting to creep me out here."

"So childish." Silky giggled "I'm going to have a lot of fun with you." She reached back and swiftly began lassoing her thread round Fourarms' legs. The quarto armed beings eyes widened as the threads wrapped round his legs, with a single strong pull from the arachnid Fourarms found himself on his back, wincing as the ground cracked and broke beneath him as his body slammed down. Silky's lips parted, revealing her lethal fangs, she began to slowly lean in.

"Ben!" The old man cried as Silky jumped atop of her opponent, startling him, pushing her breasts against his torso.

The aged man's eyes darted round before they landed on a fire extinguisher by the wall. He tore it free and charged at the duo, Silky glanced up when she heard heavy footsteps approaching her, just in time to receive a strong below to her right shoulder from the base of the fire extinguisher.

Silky cried out in pain as she flew off Fourarms, slamming into the wall behind her and sliding down t the ground as she groaned in pain. The old man activated the extinguisher and proceeded to spray the downed arachnid.

"Stay away from my grandson!" The foam soon stopped flowing, leaving the spider woman covered from her head to the tip of her legs in white foam.

"Never thought I'd dislike at being soaked by a white substance." Silky muttered to herself as Fourarms freed himself from the bindings round his legs.

"Ben are you okay?" The old man asked, worry and concern filling his tone.

"I'm fine Gramps."

A puff of smoke materialised within Silky's hand, it faded to reveal a rather familiar vile.

"Looks like skull face got his charm back." She muttered, all amusement gone as she began brushing and flinging the white foam from her body.

"What was that?" The old man was looking at her now, Silky gave him a light smirk before vanishing in a flash of purple light, leaving Benjamin Cole Tennyson in her place, panting.

"Man I hate those bloody demon contracts." He muttered as he turned his gaze up to the man and four armed creature staring down at him, he released a small sigh. "My contract is over, which means that Hex guy has his charm back." He explained as he pocketed the vile that had got him sucked into this mess.

"Gwen!" The elder man gasped as he turned his gaze to the hallway in which she ran.

Ben's gaze once again locked on the symbol on Fourarms' shoulder, he slowly pushed himself up to his feet, wincing slightly.

"Tell you what, you answer my questions and I'll help you find her." All eyes were on him again.

"Fine." There was no hesitation from the man as he yanked Ben's arm and threw him in the direction the duo had gone. "Get moving."

"Easy gramps, I'm not exactly at full strength here."

"Just get moving." Quipped Fourarms as he cracked his upper knuckles, Ben rolled his eyes as he led the way down the corridor, inhaling through his nose as his eyes briefly closed, the mana was weak but still lingered in the air, his body already absorbing it as his own core slowly regenerated the lost energy.

They were silent for most of the journey; it wasn't till they were nearing the end that Ben asked his first question, fully aware of the daggered glares directed at him.

"Where did you get an Arcanatrix?" The old man flinched, Ben noticed, glancing back through the corner of his eye.

"Arcanatrix? You mean the Omnitrix?" Fourarms corrected.

"Omnitrix? So that's what you call it here." He muttered.

"How do you know about it?" The old man asked, eyeing the Arcanatrix as they stepped up to a large who in the building that led to a combination of small woodland cemetery. Ben could feel it.

"You'll find the girl in those vines." He pointed towards a cocoon of vines on the ground.

Fourarms rushed forward, the elder man close behind though he did keep one eye on Ben as he did so. They unwrapped the vines to reveal the unconscious girl.

"Gwen!" The old one cried, lightly shaking her shoulders, she didn't wake.

Ben's eyes widened, he dashed forward, pushing the old man out of the way,

"What are you doing!?" He cried out as he fell to the ground, Ben placed one hand on the girl's head and another on her neck, the one on her neck swiftly moved to the centre of her chest.

Ben muttered something under his breast, a circle of purple energy appeared atop the girl's forehead under his hand and the same on her chest. Sweat began to run down the side of Ben's head, his breath becoming ragged as he continued to mutter a small chant.

The girl's eyes shot open, she snapped upright, sharply inhaling, filling her lungs with air.

"She'll be fine, all she needs is a little rest and she'll be good as new." Ben gasped as he leant back, his breaths deep and frequent.

"What did you do?" Fourarms questioned as he turned his gaze to Ben.

"Simple healing spell…it wasn't exactly easy to breathe in there."

"Spell? You do magic?" The girl gasped out, still inhaling deeply.

"You could say that." He muttered, he turned to the others "There, I helped you find her and she's safe, now I want answers."

"Grandpa, Hex got the charm."

"Your questions will have to wait; we have to stop him before he does whatever he's planning." The trio took running in the direction Hex had gone, the girl leading the way, despite her exhaustion.

"This is going to get old very fast." Ben muttered, thunder sounded, he turned his gaze upwards, his jaw dropping as he saw the clouds starting to circle, manipulated by very powerful mana. "This is not good." He cursed.

"Though I've got to admit, that Hex is a good energy source." He muttered as he felt his body fill its mana reserves, going from dangerously low to full within minutes. "Now to put a stop to this before he rips this city apart." Ben muttered as he activated the Arcanatrix and began twisting the dial, when he found the desired form he slammed his palm on the dial and once again he was engulfed by a purple flash light.

The light vanished. Arcanawings now hovered several feet above the ground, her eyes back to normal. She flitted up into the sky, her flight pattern akin to that of a hummingbird, unaware she shared such patterns she began to fly in the direction of the sorcerer.

…

She reached the site of a battle between Hex and the trio, she spared a glance to Fourarms who was now combatting a small collection of enchanted gargoyles and while he was winning she couldn't help but smirk as she watched a bulky one throw him into a crypt, still a little saw from her last encounter with the brute. She turned her gaze to Hex, the old man and the child were…throwing stones at him?

"I don't know whether to laugh or cry." She muttered as she slapped her forehead. "Still, Arcanawings isn't strong enough to take Hex on." She muttered before slamming her tiny fist against the Arcanatrix symbol.

The tiny Pixie vanished in a flash of purple light.

The light swiftly vanished to reveal the familiar form of Silky, she fell to the ground, her legs pounding into the ground, the tips burying into the ground, the ground cracking around the new holes.

"Ooh, I'm getting spoiled today." Silky giggled as she began to charge towards Hex and his 'opponents'. Heavy footsteps charged towards her, she spared a glance to the side to see a red eyed wingless Gargoyle charging towards her.

"A statue? Boring." She sighed before tossing multiple lines of thread at the beast, one wrapping round its neck, the next binding its wrists in front of it, one binding its ankles and the last looping over its head and between its leg. She gave her threads one aggressive pull, the beast didn't even have time to roar as the thread tore through the stone body, it crumbled into dust and the thread fell in front of Silky, she wrapped it back round her wrist and resumed her charge towards Hex.

The familiar hunger began to glaze over her eyes.

Hex's gaze narrowed at the old man and Lucky Girl as he ducked another rock, one of his charms illuminated, the following stones each stopped before meeting him, hovering in place before being tossed aside.

"I grow tired of your meddling." Hex stated _"Berdi mordo nata!"_ His staff lit with an orange glow before releasing a concentrating beam of fire from its mouth.

The old man dived at the girl, pushing her out of the way, the beam striking the ground and burning a large hole into the ground.

"Ooh, you're just full of surprises aren't you?" Silky giggled as she came to a stop, her pace slowing to a saunter before she did so. "So many possibilities."

"A spider demon? What are you doing here?" His staff lit with the same fiery glow again.

"Wouldn't you like to know?" Silky replied, her tone one of seduction as she lowered her eyelids in a sultry manner.

" _Berdi mordo nata!"_ He released another beam of fire; Silky skilfully dodged the beam and threw her thread, manipulating it with delicate movements of her fingers before pulling it in with her wrist. The threads wrapped round both Hex's arms and one round his neck.

With a harsh tug she forced the man to lose his balance and fall to the ground below. She cast a new line of thread and tore the charms from his neck, tossing them to the side.

"With those it will make my stay here a lot more pleasant, but for now…" Her tone turned seductive as she began to approach the downed sorcerer, his eyes snapped open, his hand going to his neck, his eyes widened as he felt them missing.

"Let's see what you can do without your rocks…well those rocks." She chuckled; she proceeded to cast a new line. She bound each individual wrist and ankle, the silk sticking to the ground below. He tugged at the webbing.

"Don't bother." She traced her fingertips along his inner thigh "Those threads are stronger than steel." She giggled as the sorcerer shook beneath her touch. "I do love a new toy, especially when they're all tied up."

"Enough!" Silky turned, her gaze becoming a glare as she met the daggers of the old man.

"Prude." She muttered, rolling her eyes when she saw it. Out of the corner of her eye, fiery red hair, a shovel…the charms. Her head whipped round, she watched as the shovel was lifted, she sprinted towards the girl. The shovel brought down and shattered the charms.

"No!" She and Hex cried as one.

They all watched as the magic flowed from the charms into the sky, the mana dissipating at a rapid rate. Hex fell unconscious as the residual mana from the charms evaporated into the air.

Silky roughly span Lucky Girl round. One of her front legs snapping up and swatting the shovel away, snapping it in half in the process.

"Why the hell did you...!?" She roared.

"Hey! Let her go!" The old man and Fourarms yelled as they ran her, she lifted two of her left legs and struck the centre of their chests, they fell back.

"Sorry muscles but I needed those charms." She never took her eyes off Lucky Girl, the girl winced beneath the harsh grip. Silky's eyes widened, her eyes flashing a brighter purple, she slammed the Arcanatrix symbol with her spare hand, releasing her hold on the girl as she was consumed by the purple light.

Ben was back.

"Sorry…I can't always control them." He stated as he turned on his heel and began to take his leave.

"Hold on!" The older man's hand landed firmly on his shoulder. He stopped, glancing back at him. "You're not going anywhere, not before you give us some answers and tell us what the hell is going on here!" Fourarms and Lucky Girl gasped, they had never heard him curse before.

"What answers?" Ben replied with a bored expression.

"How about who are you? Where did you come from? And why do you have a watch like mine!?"Fourarms intercedes, gesturing to the symbol on his shoulder.

"Like yours? I think it's you who should tell me why you have an Arcanatrix and what is the creature you became?"

"I asked first." Fourarms answered without missing a beat.

"Actually I think you'll find I was the one who asked first."

"Don't get smart with me kid." The old one interrupted.

A strange sound seemed to fade into existence, still far away but rapidly getting closer.

"Police sirens, come on this isn't the place to discuss this stuff." The aged one continued as he turned to face the direction in which they came. "You're coming with us kid." His tone was stern and unmoving.

Ben sighed. "Fine." The last thing he wanted was to contend with this dimensions law enforcement.

…

Ben looked round the interior of what his…hosts, referred to as the Rustbucket. Two beds rested at the back of the vehicle, one just above the ground and one above that bed. Opposite the entrance to vehicle was a metallic sink and what appeared to be some form of cooking implement. To the right of the door were two small sofas, a wooden table separating them, two more chairs were located at the front with many strange gadgets in front of them. Cupboards lined the roof and maroon curtains waited to block out the windows, already dimmed by blinds.

"Have a seat." The man stated, gesturing to the sofas. Ben gave him a suspicious sideways glance as he slid into a seat, next to the wall. The young boy, turned back from Fourarms on the way back sat opposite him, the redhead squeezing in next to him as the man claimed the last half seat of that sofa.

Silence briefly fell.

"Who are you?" The old one asked.

"I'll tell you mine if you tell me yours." The elder ones gaze narrowed.

"Max." Ben glanced towards the other two.

"Gwen." Okay now he was getting worried.

"Name's Ben." Shit.

"My name is Ben, but to avoid confusion just call me Cole."

"Cole?" Gwen questioned.

"My middle name."

"Where did you get an Omnitrix?" Max didn't beat around the bush, straight to the point, Cole's gaze narrowed.

"It's the Arcanatrix; my grandfather insisted I be the one to wear it after it was developed. Now tell me the story behind this…Omnitrix?"

They hesitated. Well Gwen and Max did.

"It allows me to turn into ten different alien heroes!" Ben announced, brandishing the now red Omnitrix with a big grin on his face. "How many can you turn into?"

"Ninety nine." The glares directed at Ben for bragging about the Omnitrix became ones of shock as they returned to Cole.

Silence fell once again.

"I get the feeling you're not from around here." Max stated

"You could say that." Cole paused as he glanced to each of the trio. "This isn't my dimension."

"Then…why are you in this dimension?" Gwen asked; Cole leant back against the back of his seat.

"Hex summoned me to find the charm he lost against some speed creature."

"XLR8!" Ben piped.

"How come you didn't leave when Hex got the charm?" Gwen asked.

"One I don't have the mana to open a portal in this realm and two, I wasn't going to let Hex turn this world inside out."

Cole turned his gaze back to Max, there was the question. This Max was no fool, then again neither was his.

"Go on, ask the question old man." The duo glanced to their grandfather. He paused.

"What's your full name?" Ben and Gwen frowned.

Cole's gaze narrowed, his hands balling into fists.

"Benjamin Cole Tennyson." The children gasped.

"But that means…" Gwen drifted off, her expression one of shock.

"I'm an alternate version of your cousin."

"You're me?"

Cole didn't answer. His gaze locked on Max.

' _Your move old man.'_ Cole internally mocked.

"Hold on…you said you…didn't have the power to go home." Gwen spoke up; Cole's hostile gaze lingered on Max a moment longer before returning to Gwen.

"And I don't, this world is almost void completely of mana." Cole explained.

"You could stay with us…until you find a way back to your home dimension." Max offered.

This caught Cole off-guard, his gaze narrowed.

' _What are you up to?'_ He mused suspiciously "Thanks…guess I'll have to take you up on that offer."

"Great!" Ben cheered. "So how about you show me some more of your heroes?"

"Heroes? You mean the…transformations." He hesitated "No."

"Aw come on." The ten year old groaned.

"The Arcanatrix is not a toy and besides that I'd rather not have it draining my mana reserves so soon after the last battle."

"You mean it doesn't have its own power source like the Omnitrix?" Gwen questioned, Cole's gaze moved to the Arcanatrix.

"No, it relies on the internal mana of the user." He explained _'Though back 'home' there was so much mana I could just absorb it as I used the Arcanatrix.'_

"Sounds dangerous…in this world anywhere." Cole's gaze narrowed on Max again.

"Hence, why I am not showing off." He retorted.

Silence fell once again.

"Well…it's been a long day; I think it's time we all get some shut eye." Max announced as he stood from the couch, stretching out his stiff limbs. "Cole until we get a proper bed sorted for you would you mind kipping on the sofa."

"Sure." He replied with a narrow gaze.

"But Grandpa." Ben moaned as Gwen sighed, neither too happy about going to bed, especially not after learning about Cole's origins.

"No buts, we have a big day planned tomorrow." Max replied as he opened one of the cupboards, retrieving a folded blanket and pillow, he handed them to Cole before retrieving the spare for himself.

It didn't take long for Ben and Gwen to climb into bed, though it would take a while for them to drift off. Max was out the second he hit the pillow, laid across the couch not occupied by Cole. Cole himself, however, once laid down took a long time to drift off, his mind running circles as he recalled the day's events.

A/N Well hope you guys liked it, first Ben 10 fic ever and officially the longest chapter I have EVER written, don't expect the coming chapters to be of this length as that is very unlikely to happen. Please review and any suggestions will be greatly appreciated.

Big Thanks to Darkness Rissing for all your help with planning this fic.  
And another big thanks to Vampiric Storm for your help in decision making with this fic.

(1) Lost Lake is the technical name.

(2) Nordic Sky is the technical name.

(3) I summon you Pixie, come to my side and aid me in my search, I summon you to form a contract. Now appear.

(4) Pixie I summon you.

Creature Forms;

Name: Accalia  
Species: Werewolf  
Attire: A grey metallic collar, connected to a chain, a golden crescent moon hanging from it. Grey cloth binding her chest, another draped over her legs half exposing one leg while concealing the other, a chained cuff on her right wrist. The Arcanatrix symbol is over her chest.  
Transformation Number: 10  
First Appearance: Chapter 1

Name: Carmilla  
Species: Vampire  
Attire: A black dress with scarlet trimmings and black nail polish. The Arcanatrix symbol is over the centre of her chest.  
Transformation Number: 77  
First Appearance: Chapter 1

Name: Arcanawings  
Species: Pixie  
Attire: A dark blue one piece, a dark blue ribbon around her right leg, with jagged petal-like edges reaching up her arm stopping just short of her elbow. The Arcanatrix symbol rested over her concealed bellybutton.  
Transformation Number: 01  
First Appearance: Chapter 1

Name: Silky  
Species: Jorogumo  
Attire: A silk kimono the sleeves stretching long past her arms and decorated with a large spider web image on each sleeve, a bronze silk rope bound round her waist, the front of the kimono falling between her two shorter legs.  
Transformation Number: 88  
First Appearance: 1


End file.
